##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 Commission file number 0-21518
 IEA INCOME FUND XII, L.P.
  California
(State or other jurisdiction of 
incorporation or organization)
    
    94-3143940
(I.R.S. Employer
Identification No.)
 
 
 þ o
  o o þ
 o þ




---



##### 



IEA INCOME FUND XII, L.P.
 Report on Form 10-Q for the Quarterly Period
Ended June 30, 2007
 TABLE OF CONTENTS
 PAGEPART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  June 30, 2007 and December 31, 2006 (unaudited)
    
    
    4Condensed Statements of Operations for the three and six months ended June 30, 2007 and 2006 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2007 and 2006 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17Item 4T. Controls and Procedures
    
    
    17PART II  OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements 
Presented herein are IEA Income Fund XII, L.P.s (the Partnership) condensed balance
sheets as of June 30, 2007 and December 31, 2006, condensed statements of operations for
the three and six months ended June 30, 2007 and 2006, and condensed statements of cash
flows for the six months ended June 30, 2007 and 2006, (collectively the Financial
Statements) prepared by the Partnership without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain information and
footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations, although the Partnership
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these Financial Statements be read in conjunction with
the financial statements and the notes thereto included in the Partnerships December 31,
2006 Annual Report on Form 10-K. These Financial Statements reflect, in the opinion of the
Partnership and Cronos Capital Corp. (CCC), the general partner, all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly the results
for the interim periods. The statements of operations for such interim periods are not
necessarily indicative of the results for the full year.
The information in this Quarterly Report on Form 10-Q contains certain forward-looking
statements within the meaning of the securities laws. These forward-looking statements
reflect the current view of the Partnership with respect to future events and financial
performance and are subject to a number of risks and uncertainties, many of which are
beyond the Partnerships control. All statements, other than statements of historical
facts included in this report, including the statements under Managements Discussion and
Analysis of Financial Condition and Results of Operations, regarding the Partnerships
strategy, future operations, estimated revenues, projected costs, prospects, plans and
objectives of the Partnership are forward-looking statements. When used in this report,
the words would, believe, anticipate, intend, estimate, expect, project, and
similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. All forward-looking statements
speak only as of the date of this report. The Partnership does not undertake to update or
revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. Although the Partnership believes that its plans, intentions
and expectations reflected in or suggested by the forward-looking statements made in this
report are reasonable, the Partnership can give no assurance that these plans, intentions
or expectations will be achieved. Future economic and industry trends that could
potentially impact revenues and profitability are difficult to predict.
 3




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 
 Condensed Balance Sheets
 (Unaudited)
 June 30,
    
    
    December 31,2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents, includes $720,949 at June 30, 2007
and $826,991 at December 31, 2006 in interest-bearing accounts
    
    $
    735,949
    
    
    $
    841,991Net lease and other receivables due from Leasing Company
    
    
    165,296
    
    
    
    195,786Total current assets
    
    
    901,245
    
    
    
    1,037,777Container rental equipment, at cost
    
    
    13,468,741
    
    
    
    15,591,314Less accumulated depreciation
    
    
    (11,578,381
    )
    
    
    (12,958,733
    )Net container rental equipment
    
    
    1,890,360
    
    
    
    2,632,581Total assets
    
    $
    2,791,605
    
    
    $
    3,670,358Partners CapitalPartners capital (deficit):General partner
    
    $
    3
    
    
    $
    (225,462
    )Limited partners
    
    
    2,791,602
    
    
    
    3,895,820Total partners capital
    
    $
    2,791,605
    
    
    $
    3,670,358
  4




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Operations
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net lease revenue
    
    $
    197,433
    
    
    $
    287,857
    
    
    $
    412,872
    
    
    $
    628,621Other operating income (expenses):Depreciation
    
    
    (201,728
    )
    
    
    (287,245
    )
    
    
    (430,916
    )
    
    
    (606,304
    )Other general and administrative expenses
    
    
    (48,248
    )
    
    
    (43,609
    )
    
    
    (95,671
    )
    
    
    (82,714
    )Net gain on disposal of equipment
    
    
    124,465
    
    
    
    112,910
    
    
    
    255,623
    
    
    
    171,056(125,511
    )
    
    
    (217,944
    )
    
    
    (270,964
    )
    
    
    (517,962
    )Income from operations
    
    
    71,922
    
    
    
    69,913
    
    
    
    141,908
    
    
    
    110,659Other income:Interest income
    
    
    8,931
    
    
    
    13,241
    
    
    
    18,385
    
    
    
    25,948Net income
    
    $
    80,853
    
    
    $
    83,154
    
    
    $
    160,293
    
    
    $
    136,607Allocation of net income (loss):General partner
    
    $
    123,710
    
    
    $
    112,613
    
    
    $
    254,350
    
    
    $
    170,712Limited partners
    
    
    (42,857
    )
    
    
    (29,459
    )
    
    
    (94,057
    )
    
    
    (34,105
    )$
    80,853
    
    
    $
    83,154
    
    
    $
    160,293
    
    
    $
    136,607Limited partners per unit share of net loss
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.03
    )
    
    $
    (0.01
    )
  5




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 
 Condensed Statements of Cash Flows
 (Unaudited)
 Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006Net cash provided by operating activities
    
    $
    390,007
    
    
    $
    636,864Cash flows from investing activities:Proceeds from sale of container rental equipment
    
    
    542,995
    
    
    
    982,501Proceeds collected on sales-type lease receivable
    
    
    
    
    
    
    18,342Net cash provided by investing activities
    
    
    542,995
    
    
    
    1,000,843Cash flows from financing activities:Distributions to general partner
    
    
    (28,884
    )
    
    
    (54,599
    )Distributions to limited partners
    
    
    (1,010,160
    )
    
    
    (1,829,996
    )Net cash used in financing activities
    
    
    (1,039,044
    )
    
    
    (1,884,595
    )Net decrease in cash and cash equivalents
    
    
    (106,042
    )
    
    
    (246,888
    )Cash and cash equivalents at the beginning of the period
    
    
    841,991
    
    
    
    1,478,829Cash and cash equivalents at the end of the period
    
    $
    735,949
    
    
    $
    1,231,941
  6




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 
 Notes to Unaudited Condensed Financial Statements
 (1)
    
    Summary of Significant Accounting Policies
 (a)
    
    Nature of OperationsIEA Income Fund XII, L.P. (the Partnership) is a limited partnership organized under the
laws of the State of California on August 28, 1991 for the purpose of owning and leasing
marine cargo containers worldwide to ocean carriers. The Partnerships operations are
subject to the fluctuations of world economic and political conditions. The Partnership
believes that the profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The Partnerships leases
generally require all payments to be made in United States currency.Cronos Capital Corp. (CCC) is the general partner and, with its affiliate Cronos
Containers Limited (the Leasing Company), manages the business of the Partnership. CCC
and the Leasing Company also manage the container leasing business for other partnerships
affiliated with CCC.The Partnership commenced operations on January 31, 1992, when the minimum subscription
proceeds of $2,000,000 were obtained. The Partnership offered 3,750,000 units of limited
partnership interest at $20 per unit, or $75,000,000. The offering terminated on November
30, 1992, at which time 3,513,594 limited partnership units had been sold.The Partnership is in its 16th year of operations and is in its liquidation phase wherein
CCC is focusing its attention on the retirement of the remaining equipment in the
Partnerships container fleet. At June 30, 2007, approximately 24% of the original
equipment remained in the Partnerships fleet.(b)
    
    Leasing Company and Leasing Agent AgreementA Leasing Agent Agreement exists between the Partnership and the Leasing Company,
whereby the Leasing Company has the responsibility to manage the leasing operations of all
equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is
responsible for leasing, managing and re-leasing the Partnerships containers to ocean
carriers and has full discretion over which ocean carriers and suppliers of goods and
services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use
the containers owned by the Partnership, together with other containers owned or managed by
the Leasing Company and its affiliates, as part of a single fleet operated without regard to
ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in
Statement of Financial Accounting Standards (SFAS) No. 13 Accounting for Lease, it is
accounted for as a lease under which the Partnership is lessor and the Leasing Company is
lessee.The Leasing Agent Agreement generally provides that the Leasing Company will make payments
to the Partnership based upon rentals collected from ocean carriers after deducting direct
operating expenses and management fees to the Leasing Company. The Leasing Company leases
containers to ocean carriers, under operating leases which are either master leases or term
leases (mostly one to five years) and sales-type leases. Master leases do not specify the
exact number of containers to be leased or the term that each container will remain on hire
but allow the ocean carrier to pick up and drop off containers at various locations, and
rentals are based upon the number of containers used and the applicable per-diem rate.
Accordingly, rentals under master leases are all variable and contingent upon the number of
containers used. Sales-type leases have fixed payment terms and provide the lessee with a
purchase option. The net investment in sales-type leases represents a receivable due from
the Leasing Company, net of unearned income. Unearned income, when recognized, is
reflected in the Partnerships statements of operations, providing a constant return on
capital over the lease term. Unearned income is recorded as part of the net lease
receivable due from the Leasing Company. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms are not material to the
financial statements. Since there are no material minimum lease rentals, no disclosure of
minimum lease rentals is provided in these financial statements.
  7




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (c)
    
    Basis of PresentationThese unaudited consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) for interim
financial information and regulation S-X, Article 10 under the Securities Exchange Act of
1934. Certain information and footnote disclosures normally included in annual financial
statements prepared in accordance with GAAP have been condensed or omitted pursuant to such
rules and regulations, although the Partnership believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements and accompanying notes in
the Partnerships December 31, 2006 Annual Report on Form 10-K.The interim financial statements presented herewith reflect, in the opinion of
management, all adjustments of a normal recurring nature necessary to present fairly the
results for the interim periods presented. The results of operations for such interim
periods are not necessarily indicative of the results to be expected for the full year.(d)
    
    Use of EstimatesThe preparation of financial statements in conformity with GAAP requires the
Partnership to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported period.
Actual results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipments estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to evaluate the carrying value
of container rental equipment in accordance with SFAS No. 144 Accounting for the Impairment
or Disposal of Long Lived Assets.(e)
    
    Container Rental EquipmentContainer rental equipment is depreciated over a 15-year period using the straight-line
basis to its salvage value, estimated to be 10% of its original equipment cost.
Depreciation policies are also evaluated to determine whether subsequent events and
circumstances warrant revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down to
fair value. An analysis projecting future cash flows from container rental equipment
operations is prepared annually, or upon material changes in market conditions. Current and
projected utilization rates, per-diem rental rates, direct operating expenses, fleet size
and container disposals are the primary variables utilized in the analysis. Additionally,
the Partnership evaluates future cash flows and potential impairment by container type
rather than for each individual container, and as a result, future losses could result for
individual container dispositions due to various factors, including age, condition,
suitability for continued leasing, as well as the geographical location of containers when
disposed. There were no impairment charges to the carrying value of container rental
equipment for the three and six-month periods ended June 30, 2007 and 2006.
  8




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (f)
    
    Allocation of Net Income or Loss, Partnership Distributions and Partners Capital
AccountsNet income or loss has been allocated between the general and limited partners in accordance
with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall
at all times maintain at least a 1% interest in each item of income or loss, including the
gain arising from the sale of containers. The Partnership Agreement further provides that
the gain arising from the sale of containers be allocated first to the partners with capital
account deficit balances in an amount sufficient to eliminate any deficit capital account
balance. Thereafter, the Partnerships gains arising from the sale of containers are
allocated to the partners in accordance with their share of sale proceeds distributed. The
Partnership Agreement also provides for income (excluding the gain arising from the sale of
containers) for any period, be allocated to CCC in an amount equal to that portion of CCCs
distributions in excess of 1% of the total distributions made to both CCC and the limited
partners of the Partnership for such period, as well as other allocation adjustments.Actual cash distributions differ from the allocations of net income or loss between the
general and limited partners as presented in these financial statements. Partnership
distributions are paid to its partners (general and limited) from distributable cash from
operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales
proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain in
effect until such time as the limited partners have received from the Partnership aggregate
distributions in an amount equal to their capital contributions plus a 10% cumulative,
compounded (daily), annual return on their adjusted capital contributions. Thereafter, all
Partnership distributions will be allocated 85% to the limited partners and 15% to CCC.
Cash distributions from operations to CCC in excess of 5% of distributable cash will be
considered an incentive fee and will be recorded as compensation to CCC, with the remaining
distributions from operations charged to partners capital.Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof
distributed as follows: (i) all of the Partnerships debts and liabilities to persons other
than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnerships
debts and liabilities to CCC and the limited partners shall be paid and discharged; and
(iii) the balance of such proceeds shall be distributed to CCC and the limited partners in
accordance with the positive balances of CCC and the limited partners capital accounts.
CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the
deficit balance in its capital account at the time of such liquidation, or 1.01% of the
excess of the Limited Partners capital contribution to the Partnership over the capital
contributions previously made to the Partnership by CCC, after giving effect to the
allocation of income or loss arising from the liquidation of the Partnerships assets.
  9




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (2)
    
    Net Lease and Other Receivables Due from Leasing CompanyNet lease and other receivables due from the Leasing Company are determined by deducting direct
operating payables and accrued expenses, base management fees payable, and reimbursed
administrative expenses payable to CCC and its affiliates from the rental billings earned by
the Leasing Company under operating leases and sales-type leases to ocean carriers for the
containers owned by the Partnership as well as proceeds earned from container disposals. Net
lease and other receivables at June 30, 2007 and December 31, 2006 were as follows:
 June 30,
    
    
    December 31,2007
    
    
    2006Gross lease and other receivables
    
    $
    474,746
    
    
    $
    523,929Less:Direct operating payables and accrued expenses
    
    
    147,840
    
    
    
    180,112Base management fees payable
    
    
    15,545
    
    
    
    208Reimbursed administrative expenses
    
    
    4,813
    
    
    
    6,310Allowance for doubtful accounts
    
    
    141,252
    
    
    
    141,513309,450
    
    
    
    328,143Net lease and other receivables
    
    $
    165,296
    
    
    $
    195,786
 (3)
    
    Net Lease RevenueNet lease revenue is recorded by the Partnership in each period based upon its leasing
agent agreement with the Leasing Company. Net lease revenue is generally dependent upon
operating lease rentals from operating lease agreements and sales-type lease agreements between
the Leasing Company and its various lessees, less direct operating expenses, management fees
and reimbursed administrative expenses incurred in respect of the containers specified in each
operating lease agreement. Net lease revenue for the six-month periods ended June 30, 2007 and
2006 were as follows:
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Rental revenue
    
    $
    273,414
    
    
    $
    385,644
    
    
    $
    565,108
    
    
    $
    846,138Interest income from sales-type lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185273,414
    
    
    
    385,644
    
    
    
    565,108
    
    
    
    846,323Less:Rental equipment operating expenses
    
    
    41,984
    
    
    
    47,284
    
    
    
    81,200
    
    
    
    102,350Base management fees
    
    
    18,825
    
    
    
    26,959
    
    
    
    38,856
    
    
    
    59,384Reimbursed administrative expensesSalaries
    
    
    10,468
    
    
    
    16,355
    
    
    
    21,797
    
    
    
    40,082Other payroll related expenses
    
    
    1,567
    
    
    
    2,577
    
    
    
    3,694
    
    
    
    5,865General and administrative expenses
    
    
    3,137
    
    
    
    4,612
    
    
    
    6,689
    
    
    
    10,021Total reimbursed administrative
expenses
    
    
    15,172
    
    
    
    23,544
    
    
    
    32,180
    
    
    
    55,96875,981
    
    
    
    97,787
    
    
    
    152,236
    
    
    
    217,702Net lease revenue
    
    $
    197,433
    
    
    $
    287,857
    
    
    $
    412,872
    
    
    $
    628,621
 On December 1, 2004, the Leasing Company, on behalf of the Partnership, amended a term
lease agreement with one lessee to include a bargain purchase option in exchange for the
lessees continued lease of these older containers and their eventual sale. As a result of the
amendment, the Partnership reclassified the term lease agreement as a sales-type lease,
recorded a sales-type lease receivable and recognized the sale of 532 on-hire containers that
were subject to the amended term lease agreement. The sales-type lease expired on June 30,
2006, at which time the lessee exercised its bargain purchase option to acquire the containers
subject to the sales-type lease.
  10




---



##### Table of Contents



IEA INCOME FUND XII, L.P.
 Notes to Unaudited Condensed Financial Statements
 (4)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. Management operates the Partnerships container fleet as a
homogenous unit and has determined that as such, it has a single reportable operating segment.The Partnership derives revenues from marine dry cargo and refrigerated containers used by its
customers in global trade routes. As of June 30, 2007, the Partnership operated 2,568
twenty-foot, 1,120 forty-foot and 62 forty-foot high-cube marine dry cargo containers, as well
as 50 twenty-foot and three forty-foot marine refrigerated containers. A summary of gross
lease revenue earned by the Leasing Company on behalf of the Partnership, by product, for the
three and six-month periods ended June 30, 2007 and 2006 follows:
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Dry cargo containers
    
    $
    246,010
    
    
    $
    337,696
    
    
    $
    505,351
    
    
    $
    740,027Refrigerated containers
    
    
    27,404
    
    
    
    47,948
    
    
    
    59,757
    
    
    
    106,296Total
    
    $
    273,414
    
    
    $
    385,644
    
    
    $
    565,108
    
    
    $
    846,323
 Due to the Partnerships lack of information regarding the physical location of its fleet of
containers when on lease in the global shipping trade, the Partnership believes that it does
not possess discernible geographic reporting segments as defined in SFAS No. 131 (SFAS 131),
Disclosures about Segments of an Enterprise and Related Information.(5)
    
    The Cronos GroupThe Cronos Group (Parent Company), a Luxembourg holding company, is the indirect parent of
CCC, the general partner of the Partnership. The Parent Company announced on February 28, 2007
that it had entered into an Asset Purchase Agreement (Asset Purchase Agreement) with CRX
Acquisition Ltd., a Bermuda exempted company (CRX) and FB Transportation Capital LLC, a
Delaware limited liability company (FB Transportation). Under the terms of the Asset
Purchase Agreement, and subject to the conditions stated therein, the Parent Company agreed to
sell all of its assets to CRX and CRX agreed to assume all of the Parent Companys liabilities.
CRX and FB Transportation are affiliates of or associated with the Fortis group of companies,
which include the Parent Companys lead lender and a partner in the Parent Companys Joint
Venture Program.At a special meeting held August 1, 2007, Parent Companys shareholders approved the Asset
Purchase Agreement and the transactions contemplated thereunder, including Parent Companys
dissolution and liquidation. Closing of the sale of the Parent Companys assets and
liabilities to CRX occurred later that same day. The container leasing business of the Parent
Company will be continued by CRX as a private company. Management of the Parent Company, which
includes members of the management of CCC, are continuing as management of CRX and are
acquiring an equity interest in CRX.CCC is now an indirect subsidiary of CRX. There have been no changes to the management of CCC
or to the management of the Leasing Company as a result of the Parent Companys sale of its
assets to CRX and CRXs assumption of the Parent Companys liabilities. However, CCC is unable
to determine the impact, if any, of CRXs acquisition of the Parent Companys business upon the
future operating results, financial condition, and cash flows of the Partnership or CCC.
  11




---



##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Market Overview
      12




---



##### Table of Contents



Results of Operations
   
    
    Activity-related expenses, including agent and depot costs such as repairs,
maintenance and handling.
    
    Inventory-related expenses for off-hire containers, comprising storage and
repositioning costs. These costs are sensitive to the quantity of off-hire containers
as well as the frequency at which containers are re-delivered.
    
    Legal and other expenses, including legal costs related to the recovery of containers
and doubtful accounts, insurance and provisions for doubtful accounts.
 13




---



##### Table of Contents



Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootContainers on lease:Master lease
    
    
    1,472
    
    
    
    544
    
    
    
    45
    
    
    
    32
    
    
    
    2Term leaseShort term1
    
    
    425
    
    
    
    121
    
    
    
    8
    
    
    
    4
    
    
    
    Long term2
    
    
    597
    
    
    
    384
    
    
    
    9
    
    
    
    
    
    
    
    Sales-type lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    Subtotal
    
    
    2,494
    
    
    
    1,049
    
    
    
    62
    
    
    
    40
    
    
    
    2Containers off lease
    
    
    74
    
    
    
    71
    
    
    
    
    
    
    
    10
    
    
    
    1Total container fleet
    
    
    2,568
    
    
    
    1,120
    
    
    
    62
    
    
    
    50
    
    
    
    3
 
 1.
    
    Short term leases represent term leases that are either scheduled for renegotiation or
that may expire on or before June 2008.2.
    
    Long term leases represent term leases, the majority of which will expire between July
2008 and December 2011. Dry Cargo
    
    RefrigeratedContainers
    
    Containers40-Foot20-Foot
    
    40-Foot
    
    High-Cube
    
    20-Foot
    
    40-FootUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    9,743
    
    
    
    100
    %
    
    
    5,426
    
    
    
    100
    %
    
    
    213
    
    
    
    100
    %
    
    
    248
    
    
    
    100
    %
    
    
    309
    
    
    
    100
    %Less disposals
    
    
    7,175
    
    
    
    74
    %
    
    
    4,306
    
    
    
    79
    %
    
    
    151
    
    
    
    71
    %
    
    
    198
    
    
    
    80
    %
    
    
    306
    
    
    
    99
    %Remaining fleet at
 June 30, 2007
    
    
    2,568
    
    
    
    26
    %
    
    
    1,120
    
    
    
    21
    %
    
    
    62
    
    
    
    29
    %
    
    
    50
    
    
    
    20
    %
    
    
    3
    
    
    
    1
    %
 Three Months Ended June 30, 2007 Compared to the Three Months Ended June 30, 2006
 Net lease revenue
 Three Months EndedJune 30,
    
    June 30,2007
    
    2006Fleet size (measured in twenty-foot
equivalent units (TEU))Dry cargo containers
    
    
    5,116
    
    
    
    6,894Refrigerated containers
    
    
    60
    
    
    
    101Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    93
    %Refrigerated containers
    
    
    79
    %
    
    
    80
    %
 Depreciation expense
 Other general and administrative expenses
 14




---



##### Table of Contents



Net gain on disposal of equipment
  Six Months Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006
 Net lease revenue
 Six Months EndedJune 30,
    
    June 30,2007
    
    2006Fleet size (measured in twenty-foot equivalent units (TEU))Dry cargo containers
    
    
    5,289
    
    
    
    7,415Refrigerated containers
    
    
    67
    
    
    
    109Average utilization ratesDry cargo containers
    
    
    96
    %
    
    
    92
    %Refrigerated containers
    
    
    76
    %
    
    
    79
    %
 Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 15




---



##### Table of Contents



Liquidity and Capital Resources
     Cash from Operating Activities:
 Cash from Investing Activities:
 Cash from Financing Activities
 16




---



##### Table of Contents



Critical Accounting Policies
  
    
    Container equipment  depreciable lives and residual values
    
    Container equipment  recoverability and valuation in accordance with SFAS 144
Accounting for the Impairment or Disposal of Long Lived Assets.
    
    Allowance for doubtful accounts
  Inflation
  The Cronos Group
  
 Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Controls and Procedures
   
 Controls and Procedures
  17




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Legal Proceedings
  
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submissions of Matters to a Vote of Securities Holders
  
 Other Information
  
 Exhibits
  ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended and
restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December 2,
1991, included as part of Registration Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 18




---



##### Table of Contents



SIGNATURES
  IEA INCOME FUND XII, L.P.By
    Cronos Capital Corp.The General PartnerBy
    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos Capital Corp. (CCC)
Principal Executive Officer of CCCBy
    /s/ John KallasJohn KallasChief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC  19




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended and
restated as of December 2, 1991
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **10
    
    Form of Leasing Agent Agreement with
Cronos Containers Limited
    
    ***31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
****
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated December
2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697)**
    
    Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No.
33-42697)***
    
    Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No.
33-42697)****
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not deemed to be filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.